Clocking Out
by Lalene Brooks
Summary: Phillip J. Coulson stood in the rain. All he had left was a backpack full of clothes and a package. Staring at the box, he couldn't clearly remember where it had come from, but he did know what he was supposed to do with it.
1. Once Upon A Time

Phillip J. Coulson stood in the rain staring at the fresh grave before him, feeling like he had lost his entire world. A wheezing-groaning noise faded into the howling wind somewhere behind him. Perhaps he should have been crying. Maybe he should be raging at the world. Instead he felt numb. He ran his eyes over the names.

ROBERT JOHN COULSON

JULIE MARIA COULSON

His parents. His father, five years gone and now his mother, lost in a house fire, along with the rest of his world. All he had left was a backpack full of clothes and a package.

The clothes he remembered packing after yet another stupid argument with his mother. He remembered the angry words and the hurt that drove him to shove a few handfuls of clothes into a bag and run. He'd done it before, even managed to stay away for an entire month once, after his father's heart attack. He always went back though. He always came back for her, his mother. Sure he didn't always get along with his mom, but when tempers calmed she was always so patient, so loving and if he was honest, she was still hurting.

He'd only been gone a week when the news caught up with him. The funeral had already happened by the time he got back. So he stood there, in the rain, staring at the two stones before him. No epitaphs just names and dates.

He considered his future. Most would probably say that fourteen was too young to be alone. Mostly he agreed, he'd been alone before but he'd always had somewhere to go back to. A safety net. He had no family left. No grandparents, no aunts or uncles. All he had was himself, a backpack full of clothes and a package.

He fished it out of his bag and looked at it. He couldn't quite recall how he ended up with the small box slightly bigger than a deck of cards. A vague recollection of a woman saying something about a fresh start. Was that his mother's voice? He was somewhat ashamed that he already had trouble remembering exactly how she sounded. Staring at the box, he couldn't clearly remember where it had come from, but he did know what he was supposed to do with it. 

* * *

It was still raining as Phil Coulson hit the doorbell to the small house. There was no shelter over the stoop so he stood in the rain waiting for an answer. Thankfully he didn't have to wait long.

The door swung open quickly and Phil looked up at the looming figure. It was a black man (or was he supposed to say African-American these days?) He was tall and imposing, dressed in black and he held himself like a man that could be very dangerous.

"What?" His voice wasn't exactly unkind, just like he expected you to get to the point and quickly.

"I'm looking for Nicholas Fury." Phil's voice was firm and held no uncertainty. While he was sure this man could kill him very painfully, and get away with it, he had never been the type to ruffle easily.

He kept perfectly composed as the man looked him up and down before looking around the street. He didn't flinch when a strong hand reached out and grabbed the front of his jacket.

"Get in here, kid. You look like a damned drowned rat." Phil was pulled into the house and the door shut firmly behind him.

He swung the backpack onto the floor at his feet and stood in the hall dripping as the stranger moved to a closet near the back of the hall. He looked through the door-less openings in the hall and saw only functional furniture. The utilitarian design lacked personality but as Phil looked back toward the man that had pulled him inside he decided that perhaps the lack of personality was a personality all to itself.

The stranger, although at this point Phil was sure he was the one he was looking for, tossed Phil a towel and stood seeming to lean on one of the shelves in the closet. Phil suspected he was holding onto a gun.

"What's your name kid?" He asked as Phil rubbed the towel over his head.

"Phil Coulson."

"And why is Phil Coulson looking for me?" With the tacit confirmation that this man was Nick Fury, Phil tossed the towel over his shoulder and reached down for his pack.

"I have something for you." He ignored the sound of a gun cocking, confirming his suspicions. He didn't slow or speed up his reach into the bag. He pulled out the box and stood straight again.

Looking toward Fury he noticed a hand gun pointed at him. He didn't flinch or even blink at the sight, though for Fury's piece of mind he did kick the backpack out of his reach as he held out the box.

Fury lifted his eyebrow at the kid's lack of reaction to having a weapon pointed at him. He'd noticed the boy kicking the bag away but he didn't seem scared or even intimidated with the 9mm pointed at his head. Fury gestured with the gun and Phil moved into the dining room as directed.

He placed the box at one end of the table and moved to take a seat at the other. He stripped off his jacket, hanging it over the back of the chair, and laid the towel down on the seat before sitting on it. He kept his hands clearly visible on the table as Fury moved towards the box.

Fury had to admit, this kid was kinda unnerving. He was too cool. He kept the gun trained on him as he glanced down at the box. It seemed to be a cheaply made wooden box, sealed with packing tape.

"What's in the box?" He asked, eyeing the kid for deception.

"Don't know." Was the simple reply. Fury's eyebrow rose again.

"And you're not curious?"

"No." Phil's voice remained calm and even through everything. He refused to be intimidated, but everything told Fury he was being honest. Damn this kid was weird. Fury pulled out a switch blade and flicked it open with a practiced movement as he set the gun down beside the box.

"Where'd it come from?"

"Don't know." Fury eyed the boy. What the hell?

"You don't know?" The kid shrugged before returning to his motionless state. Fury picked up the box and sliced through the tape. He took a moment to sniff at the separation. It didn't smell like explosives. If anything it smelled like… paper. Fury carefully lifted the lid. Inside was a letter, and something metallic loose beneath it. Fury set the box on the table and sat as he pulled out the letter.

Phil Coulson stayed still as the older man read, occasionally flicking his sight off the paper to the boy at the other end of the table. Finishing the letter he folded the paper back up and put it back in the box before closing it. The small box then went into a pocket on the inside of his coat. He looked back over the table to the kid who had brought it and sighed.

The boy hadn't moved an inch. He wasn't flustered by anything and hadn't even flinched at a gun in his face. He'd make one hell of an agent with a bit of training, or maybe a lot. He couldn't get a great read on him yet. But the kid was young. He had time. He stood and picked up his weapons. Stowing the knife back in his pocket and flicking the safety on the gun.

"Grab your stuff, kid. Guess you're staying with me now." The only response he got was a raised eyebrow as Phil lifted himself from the seat.

He didn't really have anywhere else to go and while he had no idea what the letter said, he supposed he could trust Fury, for now at least. If the letter was important, he'd learn what it said eventually.

If only he knew it would take getting stabbed in the heart to find out.


	2. Time Out

With a pained groan, Nick Fury sprawled in the armchair. He'd finally been released from medical and made his way home yesterday. It had been a rough mission. His trust had been betrayed and he'd paid for it with the loss of sight in one eye, a bullet in the shoulder and a dislocated knee. The eye was still patched up but the doctors weren't optimistic that he'd regain its function. His shoulder still pained him but the knee he could ignore, mostly.

He wondered if it was a good idea to trust anyone. Maybe all that led to was betrayal. Was there anyone in the world that could truly be trusted? He sighed. Debating the issue with himself was useless. He knew he didn't trust easily. The amount of people he trusted could be counted on one hand. Now he guessed he'd be able to cut off a finger or two. But what about the rest? Could he really trust anyone? And damn it he was arguing with himself all over again.

He reached for the TV remote to try and distract himself when distraction came from a different place. His phone beeped in his pocket and he reached for it, almost thankful to whomever it was for saving him from the horrors of day-time television. Well… He was thankful right up until he read the message.

_Shit's hit the fan. Need extraction. PC_

He closed his eyes and sighed. The kid had been with him for three years and in those three years he'd shown a knack for getting himself into trouble.

At first it was older kids ganging up on him and beating him black and blue for being an orphan and a nerd, (he idolised Captain America, so what?) So Fury had started training him in various forms of self-defence, but that only led to him getting into more fights only now it was the bullies that left black and blue.

The kid was unfailingly polite and proper, but he hated bullies and went out of his way to let them know it. Fury paused and looked back at the message. Phil had sworn. Phil never swore. Fury tucked the phone back in his pocket and grabbed his keys. 

* * *

Fury sighed as he pulled up outside the high school where Phil was enrolled. There were cop cars outside, lights still flashing. The shit had definitely hit the fan. He pulled himself painfully out of the driver seat and strode towards the building, his long, black coat swirling behind him.

He'd gotten three feet in when he saw him and he couldn't help but feel a little pride. The kid was surrounded by three police officers, hands cuffed behind his back but he still stood tall and calm, like he was a VIP in escort. The multitude of kids in the hallway watching only served to highlight the similarities.

"Hold it right there." He demanded of the small group and despite themselves the officers stopped. To the senior officer's credit, he did take one more step forward, positioning himself between Fury and his prisoner, assessing the threat Fury posed. Fury noted the blackening cheek and split lip on Phil that indicated a strong backhand. He didn't seem bothered by it though.

"Are you planning on interfering with a police matter, Sir?" The voice was calm but he had a hand on his service weapon. Seems he thought Fury was a threat. Nick's eye flashed to the name on the officer's uniform. Williams had good instincts.

"When you're dragging off a minor, who happens to be my ward, in chains, you better believe I'm interfering." The officer looked back at Phil and without having to ask the question the kid nodded once. The officer took his hand off his weapon, though didn't take it far away from it, and looked back at Fury.

"Sir, your ward is under arrest for assault and battery causing grievous bodily harm against one of the teachers, a Mr Tucker." Fury looked the officer over before turning to his ward.

"Phil?"

"Broke his nose, collarbone and arm, shattered his kneecap and kicked him as hard as I could in the nuts, Sir." Phil said evenly without hesitation. Many of the kids listening in gasped and stared.

"He said as much to us, Sir. Hence the arrest." Williams said to Fury before taking a step forward as if to continue taking Phil away but Fury halted him with a hand to his chest.

"And did you happen to ask him why before slapping the cuffs on a minor?" He asked sternly. Mark Bryce, the principal appeared out of the crowd sputtering.

"He assaulted a member of staff! He freely admitted to it! Who cares why?" Fury narrowed his good eye at the man. That asshole had been after Phil since the kid started to fight back.

"I CARE!" Fury yelled and silence followed his bellow. Fury turned back to Phil and didn't even ask, he just looked at him.

"I came across him attempting to rape a female student, Sir." If it were even possible the silence following that statement was even more deafening. The principal gaped and the cops stared between the Fury and his ward.

"And is that student here now?" Fury asked. Immediately picking out a young, panic-stricken girl in the corner of his eye. But Phil didn't even look around.

"Couldn't say, Sir." Came the easy reply. Fury raised an eyebrow.

"Why not."

"She deserves privacy, Sir. I also heard him mention she wasn't the first to try and refuse him." Nick nodded to him. The kid was right.

"You gonna cause trouble for these fine gentlemen?" He asked in return, indicating Williams and his men.

"No, Sir." Fury smirked.

"Then give them back their cuffs and take a ride. I'll meet you at the station." Phil smirked in return and a hollow crunch was heard before Phil jumped, slipping the cuffs under his feet before pulling them over his dislocated thumbs and holding them out to Williams, dangling off his finger.

The cops at his sides both took a step back, hands resting on their guns but Williams just closed his eyes and shook his head with an easy smile before taking the offered hardware. Phil popped both his thumbs back into place and stood calm and ready, waiting to be escorted off.

"Knight, put him in the back of my car. Davis, head to the hospital and put these cuffs on the teacher." Williams said handing the cuffs that had been on Phil off to one of his men.

The two slipped their hands off their guns and moved to obey, Phil casually walking out between them, as if he were just heading off with friends. Fury watched them for a moment to make sure they weren't going to be rough with Phil before rounding on the principal.

"I'm sick of coming down here 'cos Phil fixed another of your problems!" His voice wasn't quite a yell, but it still easily carried over the excited babble of the students, silencing them once more to watch the show. "Get your house in order, Bryce! If I have to come down here one more time and that boy is not in the wrong, you may not have a school by the time I leave!" Glaring once more at the man Fury whirled around and strode out, his long jacket snapping at his heels. 

* * *

Fury lowered himself into the couch he had left hours earlier with a painful grunt. The interview at the station had taken some time. Phil had flat out refused to give the name of the student he'd helped.

Turns out he didn't have to. She'd shown up at the station with her parents before they were done. Phil had accepted her father's thanks graciously but refused to be rewarded in any other way. He really didn't think he'd done anything that special. Phil was special though.

Fury sighed and reached into his pocket for a little box that had always been with him since he'd been given it three years ago. He popped the top off and pulled out a worn piece of paper. Opening it he read it for what seemed like the millionth time.

_My dear Nick,_

_I know you'll remember me, if only because you owe me a debt and I know how much you hate owing anyone anything. Don't worry though because now you don't. I'm calling it in._

_The boy who delivered this to you is one of my people. Or he was. We have a technology to re-write our biology to a simpler life-form and humans are much simpler than us. _

_He will have no memory of us, or who he really is. To him he is Phillip J. Coulson a young man that just lost his mother in a house fire. He believes he has no living relatives and by this point it may as well be true._

_We are at war Nick. Our whole civilisation stands on the brink and I fear we may lose it all. I've decided to save what I can. Particularly our most promising children. _

_Actions are being taken to ensure the enemy won't escape this war. Unfortunately this means we will be trapped as well. Phil will have no home to return to. I'm asking you to give him one._

_Train him to be one of your agents if you'd like, just let him have a life. It's more than what he'd probably have here with us. I've gone through some computer systems and created his life on paper, so you shouldn't have any troubles there._

_Trust him, Nick. He could be one of your very best. But if ever the best isn't good enough. If he is facing death before his time or even if you are, give him the watch. It holds an imprint of everything he was and will revert his body to what it should be. The process should heal most wounds but I doubt it would reverse any aging. All he'll have to do is open it._

_Take care of him Nick, He might be the last of us._

_Ramona_

Fury closed his eyes with a sigh as he folded up the letter and put it back in the little box that held only that letter and a fob watch. He held out the watch and studied the pattern of circles on the lid. It whispered into his mind as he held it, telling him not to open it before it was needed, and to trust Phil.

Damn it all, he did. That scrawny, unflappable teen had done nothing but prove himself again and again and Fury trusted him.

Nick Fury didn't trust easily. The amount of people he trusted could be counted on one hand and he wasn't afraid to cut off fingers, but something told him Phil was one he'd never need to cut off. He stowed the watch back in its box with the letter and tucked the box back into his jacket before pulling himself to his feet.

He made his way up the stairs and leaned against the door frame of Phil's room.

"You did good today." Phil looked up from his homework and gave Fury a nod.

"Thank you, Sir." Fury huffed out a small laugh.

"You got arrested today, Phil. I think it's time you started calling me Nick." Phil offered him a sly smile.

"Yes, Sir." Now Fury did laugh.

"Smart ass."


	3. Time's Up

Nick Fury raced into the detention room and immediately spotted Coulson sitting against the wall, the destroyer gun in his lap. He knelt in front of his agent, shifting the gun to the side.

"I'm sorry, boss. The god rabbited." The voice was weak, spoken through blood stained lips and Fury was immediately worried.

"Just stay awake. Eyes on me." He was fading fast.

"No, I'm clockin' out here." Phil's words reminded Nick of one particular watch and he reached into his coat for that small box that had constantly been by his side, even saved his life a time or two. It seemed to be made of wood but Fury was sure there wasn't any universe in existence where plywood stopped a bullet, particularly sniper rounds, without leaving a mark.

"Not an option. You just gotta do one more thing first." Nick pushed the decorated fob watch into Phil's hands. "Open it."

Coulson's breath hitched and he couldn't tell if it was from his injuries or the object in his hand that whispered to him. But he knew he was just about out of time and after all Nick had done for him, if he wanted him to open a watch with his last breath, he would. So he pressed the catch and the watch sprang open.

Golden light flooded the room, streaming from the watch into Phil and bathing everything in its glow.

"Gah!" It was the only sound Coulson could make as he felt his insides rearrange and heal. New memories flooded his mind. One in particular stood out.

_The whole room shook as another explosion occurred nearby. The room was filled with children of all ages and some screamed at every loud noise, but all were afraid. The war raging outside was terrifying._

_A wheezing-groaning noise rose in the room and a small wind picked up. The children scattered away from the source, all of them knowing it heralded the arrival of a TARDIS and none of them wanting to know what it felt like to have one land on you. It was safe enough if the TARDIS let you in as it landed but every Gallifreyan had heard stories of people being squashed right out of existence if the landing TARDIS decided it didn't like you. _

_The form of a large silver cylinder materialised and solidified with a thump. The door to the TARDIS slid open and a very recognisable time lady stepped out._

"_My Lady President!" Every child over the age of eight, every child that had looked into the schism, stood tall and at attention, including himself. The time lady Romana shook her head._

"_I am President no longer, child. The council has resurrected Rassilon. We don't have much time. Everyone get in here!" Everyone in the room moved towards the TARDIS but he hesitated. _

_He looked down at the baby girl by his feet and it only took a brief look at her watery-brown, terror filled eyes for him to reach down and scoop her up before hurrying towards the TARDIS, grabbing hold of another toddler along the way._

_The older children took note of his actions and they too started grabbing up the younger members of the crowd who couldn't yet move quickly on their own._

_The console room of the TARDIS was packed with children as Romana closed the door and made her way back over to the console. _

_He rallied the youngest out of the way and knelt on the floor with them to try and keep them calm. The TARDIS took off and Romana set a few controls before turning to the children._

"_Lady Romana, where are we going?" One of the older girls asked and he looked up from the platitudes he'd been giving to the youngsters. He wanted to know as well._

"_The war is not going well, as I'm sure you're all aware." The once-president said with a sigh. "I fear things are only going to get worse. I need to make sure something survives." She whispered sadly before straightening up._

"_I am going back to the war, but you, all of you, are going into hiding. I plan on spreading you through the known universe. You'll each go through the chameleon arc." A stunned gasp rippled through the crowd of children._

"_But that hurts." He heard one of the youngsters near him almost whisper. He pulled the boy into a hug._

"_Don't worry. I'll stay with you, and afterwards you won't remember the pain, I promise." He looked up and saw a proud smile on the time lady's face._

Phil Coulson let out a small heart-broken cry as he remembered all those youngsters going through the painful process as he held the hands of each one before donning the arc himself. He pushed all of those memories to the back of his mind as he tried to refocus on the here and now.

Fury pushed himself back from the man he had come to see as a son and watched through the blinding light as Phil straightened up from his doomed slump. The energy poured into him and the light faded leaving Coulson panting.

"What a rush." Phil said raising a hand to his head. "Thanks, Boss." Nick held out a hand and pulled Coulson to his feet as two medics rushed through the door. Fury waved them to a halt.

"What now? The Avengers still need a push." Phil asked.

"You and I are gonna have a discussion about this, but first…" He tapped open his comlink. "Agent Coulson is down."

Phil raised an eyebrow and looked toward the surveillance cameras before remembering they had gone out when Barton hit the bridge. Phil heard someone mentioning medics over his own comm.

"They're here." Continued Fury. "They called it." He set his comm back to receive only before turning to the medics in question. "Not a word. To anyone, clear?" The medics nodded and Fury noted their names to talk to them later before waving them off and they scurried out to help someone else.

"You know they're gonna need something tangible, if not a body, right Boss?" Phil asked and Fury looked at him.

"They will, and it's gonna need to be something special." Phil winced.

"Oh, Nick, not my cards! They took years to collect." Fury smirked.

"Think of it this way. This works, you'll have the only set in existence that brought the Avengers together." Coulson just groaned.

"Fine. But we're gonna have to do this before the internal cameras come back online." Nick managed to smuggle Phil to the locker room without anyone else seeing him.

Phil opened his locker and took out his cards. He looked through the near-mint set before closing his eyes and tucking them into his still wet, bloody jacket. He let out a sigh as he held the jacket close to his body, allowing more of the red stuff to smear over the cards before he opened his eyes and nodded to Fury, holding his jacket open.

Fury gave him a nod in return before he fished the set out of Phil's pocket, understanding that Phil couldn't pass them to him and risk placing a print from his now bloody fingers on them. It would destroy the credibility of the story Fury hoped to sell to the Avengers.

Fury left for the bridge, blood-stained cards in hand, and Phil headed for a shower. Getting stabbed in the heart sucked and was extremely messy.

While Fury delivered the final push needed to the Avengers, Phil showered and dressed in black cargo pants and boots with a SHIELD tee and hoodie. Not his usual style but if he wanted to help out he couldn't look like himself just now. His phone beeped and he fished it out of his discarded, bloody pants.

_They took the push. Internal cameras operational. Stay hidden._

Phil sighed and looked around. He needed to help but how to do it and stay hidden. He had every confidence that the Avengers could win if they weren't distracted. So he'd set up for the after-math but he also wanted to keep up with what was going on. He spotted an air duct and smiled before lowering his eyes to his phone to send a message back to Fury.

_Going the way of Clint. I'll be in Stark's Lab. PC _

It took him a while to navigate the air ducts toward the lab Stark and Banner had used. He looked down through the grate at the room he wanted as his phone beeped at him again.

_Cameras dark in that room only._

Phil smiled at the message. "Thanks, Nick" he whispered to the phone before kicking the grate clear and dropping into the room.

He stepped up to the mini-server with Stark Industries plastered on the side and tapped the screen to wake it up from standby and hoped Tony was as predictable as always.

"JARVIS, you in there?"

"Indeed, Sir. I am grateful that you are not dead as reported." The cultured British accent came out of a speaker build into the server box. Phil didn't know why but he liked Stark's AI. Seemed the feeling was somewhat mutual.

"Yeah, well, don't tell Stark or any of the others just yet. They need to stay focused."

"Of course, Sir. Is there something I can assist you with?" Phil nodded as he walked around the room waking up the other various screens and consoles.

"Only if it won't take any needed processing ability away from Stark. He needs you at your best right now."

"Rest assured Agent Coulson, Sir's needs are my top priority." Oh yeah, that was why Phil liked JARVIS. For a disembodied program he sure had spunk.

"Great. I want eyes and ears on the Avengers and the bridge. I'll give you my pass codes so you can stay undetected easier." Phil typed his access codes into the server and the various screens around the room lit up. Some showed the activity on the bridge and mirrors of Fury's screens, others showed various cameras in New York and one even had a mirror of Tony's HUD. Speakers around the room flared to life and noise filled the partially destroyed room.

"Thanks, JARVIS. I'm going to be working on something but it's nice to know what's going on." Phil said as he swept the debris off a table.

He was counting on the Avengers winning but didn't think they could completely take out Loki. Thor would need some way to get him back to Asgard. A tesseract powered transport module should do the trick and the fact that it would get the tesseract off Earth was only a bonus in Phil's opinion. Fury might be a bit pissed though.

He knew a lot more now. Memories of his childhood education swam through his mind, and he focused on the basic sciences. He snorted to himself at the term. Gallifreyan basic science made Tony Stark look mentally challenged. He activated a Stark-pad and began designing a transport module.

"Stark, you seeing this?" Steve Rogers' voice filtered through the speaker dedicated to Stark's HUD and therefore the Avenger communications.

"Seeing. Still working on believing." Stark's voice returned and Phil looked up at Tony's HUD. Phil ignored the rest of what was said as he saw what they were talking about. Phil stepped over to that screen and flicked through the schematics of the Iron Man suit JARVIS put up there for him.

"JARVIS, nothing he has on-board is going to get through that armour. Most of what he has can do some serious damage if he gets around it though."

"I shall take that under advisement. Thank you, Sir." Phil nodded and looked over the other screens to see how the other Avengers were doing.

Nat was firing away with two handguns while Clint helped people off a bus and Phil was so glad that she'd managed to break Loki's control. It was a long view camera so there wasn't any audio but Phil could hear them bantering from the Avenger's comm and he let a smile creep onto his face.

He heard Captain America issuing orders and turned to see a feed from a patrol car dash cam that JARVIS had hacked for him.

"Why the hell should I take orders from you?" One of the officer's asked and Phil watched as a couple of Chitauri dropped on down only to be taken out seconds later. Phil snorted as he saw the officer turning away re-issuing Steve's orders and he turned back to his project.

He let the sounds of the battle wash over him as he finalised the design of the hardware and turned to the programming. He heard Steve calling out a playbook and he smiled to himself. The Avengers were doing it. They were working as a team and moving with each other to fight the good fight and both of Phil's hearts swelled with pride.

"I recognise the council has made a decision but given that it's a stupid ass decision I've elected to ignore it." Fury's trademark snark filtered through a speaker dedicated to activity on the bridge and Phil rolled his eyes. That wasn't going to go over well with them.

His hands flew over the keys on the Stark-pad as he ran through the programming and he heard JARVIS tell Stark that he wasn't going to pierce the armour on the leviathan.

"JARVIS you ever hear the tale of Jonah?" Phil's eyes widened as he looked at Tony's HUD. Yup he was going in. Stark sure was ballsy.

"JARVIS you make Stark's suits don't you?" Phil asked the AI as it admonished its creator about his choice of role-models.

"Yes, Agent Coulson. I could most likely complete your project but I would need a source of iridium." Phil nodded.

"Alright. Do what you can and we'll salvage some from Loki's machine when possible."

"Construction will halt at 87% completion until I am able to access the iridium. I trust the programming will be completed before that time?"

"Yeah, I'll have it done in another ten minutes or so." Phil confirmed before his attention was diverted to the bridge screens.

"Sir! We have a bird in motion!" Hill's voice called and JARVIS switched the bridge views to the flight decks. There wasn't just one. He saw Fury race out with a rocket launcher but he wouldn't be able to stop both. Damn the council. What to do with a nuke headed for New York?

Phil could see a sacrifice play being needed and there was only one person he could think of that could survive a sacrifice play.

"JARVIS can you hack into Fury's comm and give him a direct link to Stark?" Phil asked pulling out his phone.

"Easily done, Sir." JARVIS replied and Phil tapped out a message, sending it just as Fury noticed the second bird.

_JARVIS is in your comm. Direct line to Stark. PC_

Phil worried, but there was little else he could do from here so he focused on finishing the programming and uploading it to JARVIS. He heard Fury talking to Stark and he could tell Stark knew immediately what he had to do.

Done with his task he paced, worriedly watching the screens. The Iron Man suit was running low on power.

"JARVIS, you gotta saturate him with oxygen. When he goes through you gotta make him push off the missile to get him heading back to Earth. Oxygen has to be the last thing you shut down. Trust the team to catch him. They won't let him down."

"Sound advice, Agent Coulson." JARVIS returned and Phil noted the increase in oxygen being pumped into the suit.

"Call me Phil." Everything seemed to go silent as Tony headed toward his tower under the missile. Phil watched Tony's HUD as he made the turn and shot straight up. He heard cheers coming from the bridge as he passed the event horizon but he stayed silent. Worrying as the HUD went dark.

He switched his view to a screen that showed a rooftop camera that JARVIS had trained on the portal. He crossed his arms and tapped his fingers nervously as he heard Steve make the call to close the portal. He saw a small figure fall through just before it disappeared completely.

He switched his view to a news feed that followed his decent until a green shape intercepted him but still he waited with baited breath to see if he had survived. He heard the Hulk let out a primal roar through Steve's comm and heard Tony take a gasping breath. Phil closed his eyes and smiled.

"We won." Came Steve's breathy voice and Phil couldn't help but agree.


	4. Over Time

**Author Note: I kinda wanted to get this finished so this chapter hasn't been betaed to my usual standard. If you notice anything please send in a review or PM and I'll update it. It was really fun to write and I hope you enjoyed reading.**

* * *

Phil was sitting on the table in the semi-destroyed lab, swinging his legs freely and holding a piece of paper when Fury walked in.

"Hey Boss. Am I good to rejoin the land of the living?" Fury raised his eyebrow wondering just how much Phil had changed.

"There's a discussion we need to have first." Phil nodded.

"Sure, just a second though. C4." Phil's last comment confused Fury and he looked around, concerned when a small explosion was heard.

"You sank my battleship. Would you care for another round?" JARVIS' voice sounded out as the noise of the explosion faded. Fury huffed out a laugh as he realised what just happened. Phil just smiled.

"Maybe later, JARVIS. Where do you wanna start, Nick?" Phil said laying down the paper he was holding. Fury noticed a battleship grid drawn on it and he picked it up.

"How about we start with the fact that one of my most seasoned agents is now acting like a child?" he said evenly, waving the paper slightly to emphasise his point.

"I am a child." Phil said with a grin, swinging his legs back and forth. Nick raised an eyebrow.

"You're 48."

"Actually I'm 76 but considering I could live for millennia, it's not really surprising that anything under a hundred would be considered juvenile." Fury groaned and Phil frowned at his obvious worry. He pushed himself off the table and stood with his arms crossed. Despite the fact that he was wearing a hoodie and not a suit Fury recognised Phil's 'game face'.

"Don't worry about it, Boss. I'm old enough to be serious when I want to be. I'm just young enough to be a bit more playful when I don't need to be focused. Not that focus is really an issue now."

"Just give me a basic run down on the changes." Fury sighed.

"Emotionally, I'm younger and a bit more playful, like I said. Personality hasn't changed much, I don't think. Mentally I'm a lot more advanced. I could probably run circles around Stark without trying too hard. Eidetic memory, advanced scientific knowledge, probably a fair bit more creative too and I could multi-task like you wouldn't believe.

"Physiology has changed the most. Binary cardio-vascular system, respiratory by-pass system, enhanced and additional senses and I'm now incredibly resilient. I might be able to take on The Hulk, not that I really want to test that. I can consciously control autonomic functions and I could survive space without a suit for about six minutes without a problem. I'm more resistant, or just flat out immune to most drugs, chemicals and energies and then there's regeneration.

"If I'm dying I can change every cell in my body. I'd end up a completely different person. New face, new body, even a slightly different personality, hell even a different gender is a possibility. I can only do that a dozen times though." Fury remained stoic through the explanation but as Phil fell silent he raised a hand to his forehead to try and soothe the headache he could feel coming on.

"And I guess it's too late to put the genie back in the bottle." He said with a sigh and Phil nodded.

"Yeah, but I know you, Boss and if it hadn't been this it would have been TAHITI and I don't think I would ever have forgiven you for that." Phil paused.

It was a lot for Fury to take in and Phil did know Fury well. No doubt he was wondering what it would take to put Phil down if it came to that. Phil sighed and reached for Fury's shoulder, turning him slightly. He poked a finger onto Fury's back, just below where the neck met the left shoulder.

"Right here." Phil said and Fury turned back around confused.

"What?"

"You're thinking worst case scenario. There is a particularly vulnerable nerve cluster there. A sharp blow right there would knock me out. If I'm wearing armour it would take super-human strength or at least a powerful sniper round, but it would knock me out. Failing that… Aspirin."

"Aspirin?" Fury repeated in disbelief and Phil nodded.

"Extremely toxic to me now. A single dose could force a regeneration or just kill me outright." Fury noted the sincerity in his tone and nodded, then smiled.

"No getting away from the hangovers then?" Phil snorted.

"I could drink Stark under the table and still be sober." Fury laughed. The tension in the room eased only to flare again for a second when the door opened and Maria Hill walked in only to stop short.

"Phil?" He gave her a smile before turning back to Fury.

"Well, cat's out of the bag now. Guess I'm in the land of the living after all." Fury smirked before turning to his deputy director.

"You need something, Hill?" It took her a moment to get her brain working again.

"Uh… Yes, Sir. The Avengers want to know if we could send someone to keep an eye on Loki. Apparently they want to go out for shwarma. Thor's happy to keep him pinned under his hammer and apparently he brought some magic-supressing cuffs with him from Asgard, but they want someone there just in case." Phil immediately perked up.

"Ooh, Boss, please? I wanna see the look on his face." Fury snorted but nodded his assent.

"Take a team with you. Secure the tesseract and dismantle Loki's machine while you're there."

* * *

The quinjet landed near the base of Star Tower and Phil hit the ramp release before turning to the team he had brought with him. Four combat specialists and two scientists looked back at him, waiting for orders.

"Alright, you three head up to the penthouse to watch Loki. You are to ignore anything that comes out of his mouth. If you think anything even _might_ be fishy your first action is to notify me, Clear?" The three specialists he indicated nodded and left.

"The rest of us are heading to the roof to dismantle that machine." He said and the rest of them followed him to a second elevator inside the building. As much as he wanted to go straight for the Avengers and let them know he was still alive, JARVIS needed the iridium and he had to make sure he claimed it.

The elevator dropped them a floor higher than the others and he led them to the flight of stairs that gave access to the roof. Dr Selvig was there, already taking apart the machine.

"Dr. Selvig." He greeted and the man turned.

"Agent Coulson? I heard you died."

"Slight exaggeration. We're here to secure the tesseract and take apart the machine. Seems you started without us." The scientist seemed tired as he nodded and pointed to a case off to the side.

"The tesseract is in there, as for this thing… Loki had me put it together, it seemed fitting that I tear it apart." Phil nodded.

"Let us help with that." He motioned to his team and they moved forward. The scientists went to the machine and the specialist moved to watch over the tesseract.

Selvig nodded, and sat down wearily. Phil knelt beside him and gently grabbed his chin, examining the wound on his forehead and checking his eyes for signs of a concussion.

"You doing alright?" Phil asked gently and Selvig let out a small morbid laugh.

"I've had a god in my brain. I wouldn't recommend it." Phil sighed and rested his fingers on either side of Selvig's face.

"Just relax." He closed his eyes but he heard Selvig gasp as Phil's gentle presence made its way through his mind. Mere moments later the presence faded and Phil opened his eyes and withdrew his touch, instead moving a hand to Selvig's shoulder.

"There's only you in there now, I promise." Phil vowed gently.

"How did you do that?" Phil was pleased to note that Selvig's voice held only awe and no fear.

"It's complicated. I'll be telling the Avengers all about it when they get back. Feel free to sit in." Phil murmured so as not to be heard by the SHIELD agents behind him working on the machine. He looked over his shoulder at their progress and noticed them removing the iridium core. He turned back to Selvig.

"Stay out here and rest. The fresh air will do you good, besides, Loki's inside. He's contained but I know you would feel better waiting until Thor is there to be in the same room as him." Selvig nodded and leaned back against the wall he had hit his head on earlier in the day.

"I would, yeah. Thanks." Phil offered him a smile and then stood. He stepped over to the machine and picked up the case one of his men had used to contain the iridium. He turned to the specialist standing guard over the encased tesseract.

"Keep an eye on that, but stay up here. I don't want it in the same room as Loki unless the Avengers are there." The man nodded as a voice came from Phil's comlink.

"Sir, we could use a hand here." One of the agents he'd sent to Loki called out. Phil tapped open the line.

"Problem?" He asked not concerned yet.

"Not really, Sir. He just won't shut up." Phil rolled his eyes and moved inside, iridium in hand.

"I'm on my way. JARVIS where do you want this?" He asked the AI as he moved to the elevator.

"I've already taken the liberty of sending DUM-E to retrieve it." The AI returned and the elevator opened, the promised robotic aid inside. Phil nodded and passed the case to the mechanical arm before hitting the number he needed on the elevator.

"You'll let me know when you're done?"

"Of course, Phil." Phil smiled. He was on a first name basis with Stark's AI. That would probably annoy Tony. The doors opened and Coulson immediately heard Loki's voice babbling a constant stream of meaningless words and insults.

"Loki, shut up or I'll taze you." He said evenly as he walked into the room. The Asgardian was lying on the floor, pinned beneath Mjolnir and he craned his neck to see who had entered. Phil was right. The look on his face was priceless.

"Didn't I kill you?"

"Obviously not." Phil said as he moved to the demigod's side. He leaned down to pat him condescendingly on the shoulder. "Don't worry, you tried your best." He added mockingly and the other agents in the room laughed. Phil just smiled and pulled out a note-pad and pen as he made his way to a seat.

"JARVIS how about a new game?" He called out as he drew up a new battleship grid.

"I am ready when you are, Sir." The AI returned and one of his men smiled as he saw what Phil was drawing.

"A game? The man who, just today, tried to take over your world…" Phil tuned out of Loki's babble and looked to the man standing across the room.

"Hey Lee, you've got a couple of girls right?" The man nodded, "Know how to braid hair?"

"In my sleep, sir." The man returned slightly confused but Phil smiled and gestured to the annoyance in the room.

"If he doesn't shut up, have at it. I'm sure JARVIS could find some sparkly pink hair ties somewhere." Loki fell silent and the SHIELD agents all smiled.

* * *

Seventy-two minutes, one game of battleships, a lot of complaining and two hair-braids later, JARVIS informed Phil that the construction of his device was complete. Phil thanked the AI and left the room to retrieve it. Moments after he left the elevator opened and the Avengers walked in. They stopped and started laughing when they noticed Loki's hair.

Before leaving, Thor had positioned the cuffs under Mjolnir's handle so Loki couldn't fight back as Lee skilfully braided his hair. JARVIS hadn't been able to find any sparkly pink hair ties but he had sent Butterfingers downstairs to the day care Tony had built for his employees to fetch the pink and orange ribbons now threaded through the braids.

"Go ahead and laugh," Loki sulked, "But you won't believe who they sent to be my babysitter."

"Loki, if you're talking again, I swear to god I'll muzzle you with something that makes you sing the Barney song every time you try and speak." Phil called out as he rounded the corner, holding his new transportation device. The Avengers turned to him as he entered the room and fell into a stunned silence.

Thor instinctively called his hammer to his hand and Loki sat up with a smug smile. Thor glared at his movement and Loki raised his cuffed hands to indicate he wasn't going to go anywhere before raising his hands to undo the hated braids. Phil smiled at the Avengers before turning to the three SHIELD agents playing cards at the bar.

"Head up to the others and see if they need a hand. Send Selvig on down here and nothing leaves site without my go ahead." Phil ordered and they nodded, abandoning their game and heading for the lift. As soon as they were gone Phil turned back to the Avengers.

"Hey guys, great work today. Knew you could get it done. How was the shwarma?" Phil said easily. Thor broke through his confusion first.

"What trickery is this? I saw Loki stab you through the heart."

"He did. It really hurt and if I'd been born human I probably wouldn't have survived." Phil replied, wincing a bit at the memory as Selvig stepped out of the elevator eyeing Loki wearily.

"Wait, you're an alien? As in from another planet? Which one?" Stark asked. Phil knew the answer wouldn't mean anything to him but he answered just the same.

"Gallifrey." Every human in the room jumped at the sudden loud thud as Thor dropped his hammer.

"The Lords of Time are but legends." Thor said stunned and even Loki looked surprised. Phil smiled and passed his new toy to the near-by Selvig before tucking his hands into the pockets of the hoodie he still wore.

"Are we? That's actually kinda cool." The rest of the Avengers looked totally confused and Phil told them the story of his people.

The war, the effort to save a few, scattered remnants of the once proud civilisation. He told them he'd been disguised as a human even to himself and how, as he lay dying, Fury had reversed that disguise, thus saving him.

"So you were actually human and you didn't even know any of this until Fury gave you that… what was it?" Steve asked. By this point all the Avengers and Selvig were sitting on the steps and Loki was once more annoyed by being pinned beneath Mjolnir, but listening intently.

"A Fob Watch." Phil reached into his cargo pants for the watch he had kept with him. He held it up. "If you ever see one of these, with similar markings, there could be a Timelord nearby in disguise." Tony's eyes widened.

"I have one of those!" Everyone turned to look at him but he ignored them and raced over to the bar and began looking through random draws. "It used to be my grandfathers. My mother's father. He had this bizarre story about a strange man in disguise who saved him from scarecrows." Phil, rather stunned himself, followed Tony to the bar.

"Ah ha!" Tony pulled out a fob watch and passed it to Phil. "Best time-piece I've ever owned. It's never needed winding or tuning and has never gone out of sync by even a second." Phil studied the watch. He looked up at Tony.

"It's empty. The timelord consciousness that was in here has gone back where it belongs." Phil looked back down to the watch and studied the markings. "Doctor." He breathed, then he laughed.

"It belonged to The Doctor. Someone besides us kids did survive." Phil said happily and he handed the watch back.

"Who was he?" Tony asked softly, looking back down at the watch. Phil shrugged.

"Was. Is. Will be. Tenses are difficult. He's probably got a TARDIS so he could be anywhere in time and space. But anyway, The Doctor is a legend among my people. One of our fiercest warriors in the war. A force to be reckoned with but before that he was a traveller, a scientist. He was intensely curious, mischievous and so very kind. Some said the war broke him." He finished sadly.

Silence permeated the room as everyone thought about all they had heard while Phil was lost in memories. A few minutes passed before Phil's comm activated.

"Sir, we're just about done up here." Phil sighed and tapped open a line.

"Okay. I want the tesseract brought down to me. Everything else can get packed up and shipped off." He heard the 'Yes, Sir' float back over the comm as he noticed Thor stand.

"As I told Fury. The tesseract belongs on Asgard. Although I do wonder if it were best left with the Lord of Time." Phil shook his head.

"No, you're right. It has to go back to Asgard. That's why I built that." He said pointing to the device in Selvig's lap. "Well, I designed it. JARVIS built it."

"Well as far as I'm concerned the sooner we ship off the tesseract and Loki the better. The guy makes my brain itch." Phil looked at Clint in surprise before admonishing himself.

"Oh, Clint. I'm so sorry, I got distracted." Phil moved in front of the archer and looked him in the eye. "Do you trust me?" He asked gently.

"Yeah, I trust you." Clint returned softly but confused and Phil reached up with both hands to touch his face. Just as he had done with Selvig, Phil quickly but gently moved his presence through Clint's mind, sweeping away the lingering touch of Loki's control. Done with his task he pulled back into his own mind and lowered his hands, taking a half step back.

"Better?" He asked, looking into Barton's stunned eyes.

"Yeah, actually. Thanks." Phil gave him a smile. The elevator opened and an agent delivered the tesseract case to Phil. He thanked him and sent him back out to pack up and ship off with the rest. Phil looked over the team standing around the room with the suspiciously Loki shaped holes in the floor and smiled.

Soon Loki would be on his way home under Thor's guard and the tesseract would be out of humanity's reach. The alien army had been defeated, the Earth had gained a team of defenders and he hadn't died. All in all, a good day.


End file.
